ex1011amendmentno1






                                                                    EXECUTION COPY                                     AMENDMENT NO. 1                                    Dated as of May 24, 2018                                             to                                    CREDIT AGREEMENT                                  Dated as of November 7, 2016                THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 24, 2018 by and  among AngioDynamics, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on  the  signature  pages  hereof  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent  (the  “Administrative  Agent’),  under  that  certain  Credit  Agreement  dated  as  of  November  7,  2016  by  and  among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or  otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not  otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.                WHEREAS,  the  Borrower  has  requested  that  the  requisite  Lenders and  the  Administrative Agent agree to make certain amendments to the Credit Agreement;                WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have  so agreed on the terms and conditions set forth herein;                NOW,  THEREFORE,  in  consideration  of  the  premises  set  forth  above, the terms and  conditions  contained  herein,  and  other  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent  hereby agree to enter into this Amendment.                1.     Amendments  to  the  Credit  Agreement.   Effective  as  of  the  Amendment  No.  1  Effective Date (as defined below), the parties hereto agree that the Credit Agreement shall be amended as  follows:                (a)    Clause (a) of Section 6.12 of the Credit Agreement is hereby amended to replace  the reference of “$10,000,000” appearing therein with “$20,000,000”.                2.     Conditions  of  Effectiveness.   The  effectiveness  of  this  Amendment  (the  “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent:                (a)    The Administrative Agent (or its counsel) shall have received counterparts of (i)  this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent and  (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors.                (b)    The Administrative Agent shall have received, for the account of each applicable  Lender party hereto that delivers its executed signature page to this Amendment by no later than the date  and  time  specified  by  the  Administrative  Agent,  an  amendment  fee  in  an  amount  equal  to  the  amount  previously disclosed to the Lenders.                (c)    The  Administrative  Agent  shall  have  received  payment  of  the  Administrative     US-DOCS\101225498.3  





 






Agent’s  and  its  affiliates’  fees  and  reasonable  and  documented out-of-pocket  expenses  (including  reasonable  fees  and  expenses  of  counsel  for  the  Administrative Agent)  in  connection  with  this  Amendment  and  the  other  Loan  Documents  to  the  extent  earned,  due  and  owing  and  otherwise  reimbursable pursuant to the terms of the Credit Agreement or this Amendment.                3.     Representations  and  Warranties  of  the  Borrower.   The  Borrower  hereby  represents and warrants as follows:                (a)    This Amendment and the Credit Agreement as modified hereby constitute legal,  valid  and  binding  obligations  of  the  Borrower,  enforceable  in  accordance  with  their  respective  terms,  subject  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  other  laws  affecting  creditors’ rights generally and subject to general principles of equity, regardless of whether considered in  a proceeding in equity or at law.                (b)    As of the date hereof and after giving effect to the terms of this Amendment, (i)  no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties  of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except to  the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in which  case such representation and warranty is true and correct in all respects).                4.     Reference to and Effect on the Credit Agreement.                (a)    Upon  the  effectiveness  hereof,  each  reference  to  the  Credit  Agreement  in  the  Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as  amended hereby.                (b)    The  Credit  Agreement  and  all  other  documents,  instruments  and  agreements  executed  and/or  delivered  in  connection  therewith  shall  remain in  full  force  and  effect  and  are  hereby  ratified and confirmed.                (c)    Except  with  respect  to  the  subject  matter  hereof,  the  execution,  delivery  and  effectiveness  of  this  Amendment  shall  not  operate  as  a  waiver  of  any  right,  power  or  remedy  of  the  Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or  any other documents, instruments and agreements executed and/or delivered in connection therewith.                (d)    This Amendment is a Loan Document.                5.     Governing  Law.   This  Amendment  shall  be  construed  in  accordance with and  governed by the law of the State of New York.                6.     Headings.  Section headings used herein are for convenience of reference only,  are not part of this Amendment and shall not affect the construction of, or be taken into consideration in  interpreting, this Amendment.                                                  2    





 






             7.     Counterparts.   This  Amendment  may  be  executed  in  counterparts  (and  by  different parties hereto on different counterparts), each of which shall constitute an original, but all of  which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a  signature  page  of  this  Amendment  by  telecopy,  e-mailed  .pdf  or any  other  electronic  means  that  reproduces an image of the actual executed signature page shall be effective as delivery of a manually  executed counterpart of this Amendment.                                    [Signature Pages Follow]                                                  3    





 






 





 






 





 






 





 






 





 






                 SUNTRUST BANK,                   as a Lender                                                          By:_______________________________________                   Name:    Philip VanFossan                  Title:    Vice President       Signature Page to Amendment No. 1 to  Credit Agreement dated as of November 7, 2016              AngioDynamics, Inc.  





 






 





 






                           CONSENT AND REAFFIRMATION                Each  of  the  undersigned  hereby  acknowledges  receipt  of  a  copy  of  the  foregoing  Amendment  No.  1  to  the  Credit  Agreement  dated  as  of  November  7,  2016  (as  amended,  restated,  supplemented  or  otherwise  modified,  the  “Credit  Agreement”)  by and  among  AngioDynamics,  Inc.,  a  Delaware  corporation,  the  financial  institutions  from  time  to  time  party  thereto  (the  “Lenders”)  and  JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Amendment  No.  1  is  dated  as  of  May  24,  2018  (the  “Amendment”).   Capitalized  terms  used  in  this  Consent  and  Reaffirmation  and not  defined  herein shall  have  the  meanings  given  to  them  in  the  Credit  Agreement.   Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of  the  undersigned  consents  to  the  Amendment  and  reaffirms  the  terms  and  conditions  of  the  Credit  Agreement and any other Loan Document executed by it and acknowledges and agrees that such Credit  Agreement and each and every such Loan Document executed by the undersigned in connection with the  Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.  All  references to the Credit Agreement contained in the above-referenced documents shall be a reference to  the Credit Agreement as so modified by the Amendment.   Dated:  May 24, 2018                                    [Signature Page Follows]